The Clements Buckaroos, Inc.
BYLAWS
Revised January 2016
ARTICLE I (Name)
The name of this Corporation is and shall be The Clements Buckaroos, Inc.
ARTICLE II (Seal)
The Corporation shall have a common seal consisting of a circle having on its face the words, "CLEMENTS BUCKAROOS, INCORPORATED MAY 11, 1942", and shall contain such other insignia as shall be decided upon by the Board of Directors.
ARTICLE III (Purposes)
The specific purpose of this corporation is to preserve and promote the Western and Agricultural Heritage and Culture of the local Clements/Lockeford area through supporting, hosting and/or sponsoring rodeo, equestrian, 4-H, and community events as well as providing educational and experiential opportunities for the public. All such activities are limited and restricted to only those with a public benefit or charitable purpose. For the above purposes to receive gifts, devises and legacies, and to buy, acquire, own, sell, lease, execute deed of trust upon, mortgage, hypothecate, encumber, operate, manage, with real and personal properties, and to possess, operate and improve the same; to borrow money, to incur obligations for the repayment of borrowed money or otherwise, and for any obligations of said Corporation, to execute notes, contracts, bonds, and other evidences of indebtedness, to execute, sign, seal, and deliver deeds of trust, mortgages, or other liens or instruments creating liens, transferring, mortgaging or encumbering any of the real or personal property which said Corporation-may have any interest, and to do any and all things reasonably implied, necessary or proper for the purposes of carrying out any or all of the above mentioned purposes.
ARTICLE IV (Manner of Electing and Voting)
All Members in Good Standing of said Corporation are entitled to vote upon all propositions coming before the members, provided that no voting by proxy shall be permitted, and no member shall be entitled to vote without being actually present at such meeting at the time of voting.
All voting upon any proposition or admitting an applicant to membership and all voting for the election of officers and directors shall be by secret pre-printed ballot. Cumulative voting shall not be permitted and each member of the Corporation shall have but one vote for each director, officer, member, etc. Voting on all other matters that come before the general membership may be committed by oral vote or show of hands, with the exception of By-Law changes which shall be by written secret ballot that specifies the changes.
ARTICLE V (Election of Officers and Directors)
The open positions for officers and directors shall be nominated at the first regular meeting in October of each year and shall be elected by secret ballot at the first meeting in December of each year and shall assume office the first meeting in January for a period of two (2) years.
The Clements Buckaroos shall have a nominating chairman who shall be the current president and a nominating committee composed of any two (2) past Presidents of the club as chosen by the current President, who will submit the nominations for election of the President from the existing board, one or two (2) officers and the required number of board members to bring the total to no more than eleven (11) and no less than (7). These nominations shall include at least 5 members from the general membership at large. It is possible and advised to have more nominees than open positions for a true democratic election. The nominating committee shall also consider nominees for year-end awards. Nominees will be presented to the board at the October board meeting for consideration. This committee will meet by the first week of October prior to the first meeting in October to select a slate of officers to be recommended at the regular October meeting. Nominations for the election of officers may also be received from the membership present at the regular meeting in October and all nominations from the floor must be seconded to qualify for said election. At that time, the membership may choose to adjust the size of the board for the upcoming year.
In alternating years ending in even numbers, the Treasurer shall be elected and in the opposite years ending in odd numbers the Vice President and Secretary shall be elected. Each year the President shall be selected from the current year's board of directors. Each year there will be an additional number of directors selected from the general membership to bring the total number of directors to no more than eleven (11) and no less than (7). The President, Vice-President, Secretary and Treasurer shall automatically become members of the Board of Directors which shall also include the outgoing President and no more than five (5) and no less than two (2).members from the membership at large to constitute the total Board of Directors of no more than eleven (11) and no less than (7). At the time of nomination a nominee must be a member in good standing for a minimum of one year. The outgoing President will automatically become an advisory board member the year following his/her term. If current President is re-elected. The past President may retire at his request from his position on the board, and his vacancy may be filled from the membership at large.
A prospective candidate for President shall have served on the Board the previous full year (365 days) of his/her nomination. All other officers and board members at large may be selected from the general membership.
If no Board member is willing to accept the nomination, nominations can be accepted from the general membership. The nominees shall have served on the Board in any previous year and/or shall have been a club member the previous year.
No two people residing in the same household shall be able to hold office or a board position at the same time (nor shall they be allowed to serve on the same board committee). At no time, and under no circumstances, shall one person be allowed to hold two offices simultaneously.
Directors shall have no more than THREE UNEXCUSED required board meeting, regular board meeting or general meeting absences per year of serving. After the SECOND missed meeting, a letter will be sent notifying that one more missed meeting will constitute dismissal from the Board. An excused absence is defined as either planned - which is one where the to-be-absent director has requested permission to be absent at least one week in advance of the meeting from the other directors where a majority of the other directors have approved the absence OR an emergency absence where unforeseen circumstances such as accident, illness, disaster or other event out of the control of the director prevents the attendance at the meeting. Where possible the director should contact at least one other board member, preferably the president and/or secretary, to explain their situation.
Each of the officers and members of the Board of Directors shall serve without pay for a period of two years. At the time of nomination a nominee must be a member in good standing for a minimum of one year. The outgoing President will become an automatic board member the year following his/her term. If current President is re-elected, the past President may retire at his request from his position on the board, and his vacancy may be filled from the membership at large.
All new members of the Board shall submit to formal board training within sixty (60) days of accepting office. Board training shall be conducted by the By-Laws and Ethics committee. Board members or officers shall abstain from voting until By-Law training has been completed.
ARTICLE VI (Directors)
The powers of this Corporation shall be vested in a Board of no more than eleven (11) and no less than (7) directors, who shall be active members in good standing, and 66% of the size of the board, including at least two (2) officers, shall constitute a quorum for the transaction of any business. The purpose of this number of directors shall be to insure the equal representation of all facets of the general membership. The directors shall be designated as the President, Vice-President, Secretary, Treasurer and the last outgoing President of the corporation and no more than five (5) and no less than two (2) members from the body at large. If current President is re-elected, the past President may retire at his request from his position on the board, and his vacancy may be filled from the membership at large.
At no time shall more than 47% of the Board of Directors be "interested parties" as defined by California Corporations Code See 5227. These include parties who give substantial assets to or receive compensation from the corporation.
ARTICLE VII (Powers of Directors)
The Board of Directors shall have the following powers:
1. The Board shall be able to call special meetings of the members of the Corporation when deemed necessary. They shall also call a special meeting at any time upon written request of one-third of the membership.
2. The Board of Directors has the power and duty to conduct, manage and control the affairs and business of the Corporation and to make rules and regulations consistent with the laws of the State of California and the By-Laws of this Corporation, for the guidance of officers and management of the affairs of this Corporation.
3. The Board of Directors shall manage and have a fiduciary responsibility for all monies which may, at any time, be on hand arising from the collection of membership fees, donations, rentals, concessions, admissions to exhibits, or from any other source. These funds shall be at the disposal of the Board of Directors. Expenditures must be approved at a Board or Special Board meeting with a quorum present. This shall not be construed to allow polling of Board members by telephone. The Board shall have no power to levy assessments nor in any manner to financially obligate the Corporation by signing any notes or other papers or documents, or by purchasing property nor in any other way, contract for the expenditure of any monies beyond the sum of $1000.00 for any one purpose without first having placed the matter before a regular or special meeting of the membership of said Corporation at which time a vote on the same shall be taken by the fifteen (15) member present at such meeting. If such assessment, expenditure, or obligation to be levied or incurred be over $5000.00 such matter shall be advised by e-mail or telephone or mail if requested 10 days prior to voting and decided by two-thirds majority of the members present.
4. The Board of Directors shall, in conformity with sub-section three (3) of this article, have the power to incur indebtedness, the terms and amount of which shall be entered in the minutes of the board, and note or obligation, if any, given for the same, shall be signed officially by the President, or the Vice-President and the Secretary or the Treasurer and shall be binding on the Corporation.
5. The Board of Directors shall, in conformity with sub-section four (4), have the power to buy, own and lease real property and to erect buildings and improvements thereon, in accordance with the purpose and intentions of the Corporation and to take deeds and leases thereof on behalf of this Corporation and to do all things necessary for the successful advancement of interests of this Corporation.
6. The Treasurer and Secretary shall be the custodian of all legal documents of said Corporation.
7. At no time shall the Corporation be permitted to make any loans to any Officers or Directors. Neither shall the Corporation finance the sale of any assets to such person.
ARTICLE VIII (Duties of Officers)
PRESIDENT: It shall be the duty of the President to preside over all meetings of said Corporation and directors and he/she shall have the deciding vote in case of a tie. He/she shall sign as President, all contracts and legal documents, which shall first have been approved by the Board of Directors. The President will be one of two signers on all Corporation bank accounts. The President must review all original Corporation bank statements monthly.
He/she shall call the Directors together whenever he/she deems it necessary upon not less than 48-hours notice stating the purpose of the meetings, and shall have, subject to the advice of the Directors, direction in the affairs of the Corporation, and generally shall discharge such other duties as may be required of him/her by the Board of Directors.
The President shall appoint standing committee chairpersons to include: Finance, Membership, Sponsorship, Rental Contracts, Insurance, Arena Director and Grounds/Equipment, as well as a Sergeant-At-Arms and Parliamentarian. The remaining committee members for each of these committees will be appointed by the chair, with the exception of the By-Laws and Ethics committee which shall consist of at least three members and be nominated and elected by the general membership. The Policies and Procedures of each committee shall be maintained in the Corporate Policy and Procedure book and should be referenced for clarification as to the current duties and responsibilities of each committee.
VICE-PRESIDENT: It shall be the duty of the Vice-President to preside at meetings of this Corporation and its Board of Directors in the absence of the President, and to perform such duties as ordinarily pertain to this office and as prescribed by the Board of Directors.
SECRETARY: It shall be the duty of the Secretary to keep a book of all meetings, proceedings and actions of the Board of Directors, and of members meetings, and present a full statement thereof at regular annual meetings of the members and to show generally the conditions of the Corporation affairs. The Secretary shall keep records of the Board of Directors and of the members of the Corporation and minutes of the meetings whether the meeting was annual, regular, special, how authorized, the notice given, the names of those present at board meetings and committee meetings, and the number of members present or represented at members meetings. All minutes shall be typed or legibly handwritten and kept in a dated binder by year. The Secretary is responsible for generating and distributing a monthly newsletter to the membership, whether by action or oversight. The Secretary shall keep at the principal office in California, a copy of the Articles of Incorporation and By-Laws, as amended to date.